Terms of Service

Welcome to Parallel! Thank you for using our products and services (the “Services”). The Services are provided by Parallel Markets Inc. (“Parallel” or “we” or “us”). When you use our Services, you are also agreeing to these terms of service (the “Terms of Service”). Please take a few minutes to carefully read them over.

Note: Our Services may vary on a user-by-user basis, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with Parallel if you use those services.

These Terms of Service govern your access to and use of Parallel’s Services at parallelmarkets.com and its associated domains and subdomains (the “Website”), as well as the information and materials on the Website (collectively, the “Content”). By registering as a user on parallelmarkets.com or one of its associated domains or subdomains you are entering into a legally binding agreement with Parallel Markets Inc. If you are a paying customer of our services, you are also subject to the terms of the Master Services Agreement, an executed copy of which is a prerequisite to accessing our services. By accessing or using this Website, you agree that you have read, understand, and accept these Terms of Service, our Privacy Policy and all other policies or notices posted by us on our Website. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR CONTENT.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PARALLEL ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

If you use the Services as an approved proxy for another individual (e.g., your work supervisor or a client) and/or on behalf of one or more business entities you or they own, manage, or advise (such as funds or holding companies), then you agree to these Terms of Service on your own behalf and on behalf of those individuals and entities (to which references to “you” also apply), and may only use the Services if you have the authority from each such individual and entity to do so. If you set up multiple accounts, or multiple entity listings within an account, you are making a separate agreement between each of them and Parallel.

Parallel reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Service, Parallel grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website. If at any time you do not agree with these Terms of Service or Privacy Policy, dot not use or continue to use the Website or the Services.

Terms of Restrictions on Access and Use

You expressly represent, warrant and agree to the following:

You are at least 18 years old, are of the age of majority in the jurisdiction in which you live or are otherwise able to enter contracts as an adult, and have the right, authority, and capacity to agree to these Terms of Service, on your own behalf and on behalf of your organization or entity, if any.

You are using the Website and Services on your own behalf, on behalf of your organization or entity, or as an authorized agent, designee, or representative of another party.

You are using your real name and personal identity, the real name and identity of any organization or entity, or the real name and identity of your client and not impersonating another person, a fictitious person, or an avatar.

All of the information, forms, documents, or other material you submit are true and accurate to the best of your knowledge.

If you have accessed this website as a securityholder, you, your organization, or entity as applicable are a bona fide securityholder or prospective investor interested in considering potential transactions to be arranged by a Broker (as defined below), and are not (among other things) a broker or finder who is gathering information in order to seek clients or broker trades.

You will maintain and update any information provided to keep it true, accurate, current, complete and not misleading.

You agree to take full responsibility for any consequences stemming from your providing any untrue, inaccurate, incomplete or misleading information and agree that Parallel did not willfully aid, abet or facilitate the publication of any such information.

You agree not to do any of the following, either directly by interacting with the Website and Services, or by direct communication with Parallel personnel:

Do things that cause any of the representations and warranties contained herein to be untrue, inaccurate, or misleading, or continue to use the Website or Services upon learning that any of them are untrue, inaccurate, or misleading.

Place any indication of interest, unless you are bona fide investor or securityholder doing so to consider a potential transaction on your own behalf (and not on behalf of potential or actual clients).

Misrepresent, or provide any information (or by failing to fully disclose any relevant information create an implication) (i) that you know or should know to be inaccurate, incomplete, false, or misleading, concerning yourself, your financial information, your status as an accredited investor or qualified purchaser (if applicable) or ownership and transferability of securities (if applicable), your intentions, or your desire to enter into a transaction, or (ii) in an attempt to manipulate market prices or participants (including Parallel) rather than to consider a potential transaction.

Create an account under false or assumed identities, impersonate a person other than yourself, or create multiple or “sockpuppet” accounts.

Provide any information that is untrue, inaccurate, misleading, fraudulent or incomplete.

Provide or link to fake identities, or accounts that are not your own, on other services such as AngelList, LinkedIn, a financial institution, or an online brokerage or stock and option management service.

Attempt to gain or solicit access to secured or private portions of the Website or Services, other than those that you are permitted to use.

Allow others to use or access your Account, create accounts to be used by or on behalf of multiple persons, or otherwise allow unauthorized use of your account.

Resell or transfer your use of or access to your Account.

Create new accounts after your account has been blocked, suspended, disabled, or terminated.

Modify, republish, sublicense, or create derivative works based upon any content you receive from the Website or as part of the Services, except for content that is explicitly designated in writing by Parallel as licensed for republication.

Use a bot, custom application, automated tool, or means other than a commercial web browser or Parallel-supplied mobile application to access the Website.

Gather, scrape, spider, compile, create a database of, or otherwise harvest any information from the Website or Services, by manual or automated means, except for contemplating and entering into a transaction.

Use any robot, spider, scraper, or other automated means not provided by Parallel to retrieve, index, download, or store any portion of the Website or Services.

Attempt to gain, or solicit, access to secured or private portions of the Website or Services, or access any other person’s account or information, except as permitted by Parallel.

Include any meta tags, hidden code, or other hidden text in connection with any content you upload to the Website or Services.

Interfere with proper functioning of the Website and Services.

To the extent you communicate with Parallel personnel or others in the Parallel community, engage in any vulgar, bullying, pornographic, offensive, threatening, libelous or defamatory, illegal, or otherwise inappropriate behavior, including by means of oral or written communications, images, or files.

Disable or impair the operation or appearance of the Website, employing tactics such as a denial of service attack.

Use the Services in a way that violates the securities laws and regulations in the United States, or in the jurisdiction in which you are operating, or that violates any judgments, agreements, or obligations to which you or bound, or that knowingly causes others to do so.

Upload any information that is confidential, proprietary, or owned by a third party. Please note that information that is otherwise confidential between you and your employer or company may be covered by an exception (by contract, statute, or otherwise) for purposes of your considering possible transactions involving a company’s securities. Even if you are entitled to disclose these confidences to us for purposes of a transaction, you must inform us of their confidential nature so that we know whether or not we may use them without breaching any confidentiality obligation you may owe your company.

Indicate to Parallel that you are a securityholder or investor, or otherwise use any portion of the Website or Services reserved for securityholders or investors, without explicit written authorization from Parallel, or for purposes of study, research, review, testing, investigation, reportage, analysis, competitive intelligence, or any purpose other than to consider (in good faith) and consummate a transaction.

Post or supply any content that constitutes defamation, copyright or trademark infringement, a legal violation, that is objectionable, obscene, inflammatory, fraudulent, harassing, invasive of the privacy or confidences of others, that interferes with the use and enjoyment of the Website by others, that is promotional or a form of solicitation other than the bids and asks that may be facilitated by the Website.

Violate any copyrights, and other proprietary or intellectual property rights in this Website or the Content;

Use any device, software or routine to interfere with the proper working of the Website;

Transmit, post, or otherwise make available: (a) content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including but not limited to any content that infringes on any intellectual property right or proprietary right; (b) viruses, Trojan horses or other harmful programs or material; or (c) advertising or promotional materials, “spam,” or any other form of solicitation;

Misrepresent your affiliation with or impersonate any person or entity;

Interfere with or disrupt this Website, including imposing an unreasonable or disproportionately large load on the infrastructure of the Website, or attempt to circumvent this Website’s security features;

Remove or modify any copyright notices, other proprietary notices, or references to these Terms of Service in the Content or on this Website;

Misrepresent the Content or this Website, or misinform others about the origin or ownership of the Content or this Website; or

Probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or other authentication measures on the Website or any network connected to the Website.

Parallel or its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Website and Content which is included in the Website. If you give feedback on the Website, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Website without compensation to you. We reserve all rights in and to the Website unless we expressly state otherwise. The Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of Content, contained on the Website is either owned, controlled, or licensed by Parallel or otherwise being utilized under “fair use” exceptions to trademark law, and is protected by trade dress, copyright, patent and trademark laws, and other various intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Service, no part of the Website and no Content maybe be copied, reproduced, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Parallel’s express written consent.

You may download publicly-available Content on this Website only for your personal, non-commercial use, provided that: (i) you keep intact all copyright and other proprietary notices; and (ii) if your copying or use of copyrighted materials on this Website is other than “fair use” under federal copyright laws, you must seek permission directly from us.

Your access to and use of this Website and the Content may be terminated by us at any time without notice. Further, we may discontinue, block, or suspend your ability to access the Website and the Content at any time, for any reason or for no reason. Without limiting the foregoing, Parallel may do so should it determine (in its sole discretion, which shall not be subject to review) that you have violated these Terms of Service or the Privacy Policy, or otherwise engaged in actions that are inappropriate, offensive or detrimental to Parallel or anyone else.

You are free to terminate your access to the Website and the Content at any time by submitting a written request to delete your account or using any features on the Website Parallel provides to do so.

In the event of a termination or suspension of your account:

Such termination will not affect your engagement with any Broker), funds owed between you and the Broker (except as may be set forth in your agreement with the Broker) or any already-completed Transactions (except as may be set forth in agreements pertaining to the Transactions).

Parallel and any applicable fund or other service provider shall honor, service, and maintain any completed Transactions (as defined herein) according to their own terms. However, you may be prevented from entering any new Transactions, and if the termination was made by you, or by Parallel for reason of a breach by you, Parallel and the Broker may (or may not) rescind any of your uncompleted Transactions in progress. You will be responsible for completing any Transaction that is not so rescinded.

An electronic copy of all Transaction Documents will be provided to you upon request. You may be unable to use the Services with respect to accessing any dashboard or other tool.

These Terms of Service remain enforceable against you in connection with any breach. Parallel reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.

Securities-Related Services

Parallel publishes and operates a software platform (the “Platform”) as a one of the Services to facilitate communications between companies, their respective securities holders and broker dealers (the “Parties”). In addition, Parallel helps facilitate identity and accreditation checks and communications on behalf of issuers, platforms and users for the purpose of determining eligibility for a particular transaction. While the majority of these communications do not involve the transfer of securities, the Parties may use the Website to help complete transactions in the primary or secondary markets (the “Transactions”) for securities of private companies (the “Securities”) more efficiently. As a part of these communications, regardless if used in a Transaction, you may be asked to represent and warrant to your status or qualifications as an investor. You may also be asked to upload certain identifying, tax, brokerage, financial or other information. You understand and agree that Parties may rely on these representations (if made) to establish that a particular sale of securities falls under an applicable exemption from registration. You hereby consent to reliance by any Party on representations made via the Platform. To the extent you do not fall into the definition of a “Party” above, but wish to examine the Platform as a student, researcher, scholar, analyst, journalist, auditor, investigator, private equity broker, as an advisor to securityholders and investors, or in some other role, your access to certain Site and Service functionality will be limited or blocked.

All securities transactions will be conducted through a registered broker-dealer and member FINRA/SIPC (the “Brokers”). We expect that the majority of Transactions will be conducted through Parallel’s wholly-owned subsidiary, FM (USA), LLC. Transactions may be initiated through the Website, or off-site by email, telephone, or other means, but in any case, under the auspices of a Broker. The Broker may use this Website to circulate agreements appropriate to memorialize any transaction terms, including any provisions regarding commissions, nondisclosure of confidential information, non-circumvention, and other terms, conditions, notices and disclosures that are customary to govern the Transaction (the “Transaction Documents”). Neither Parallel nor any of its affiliates provide any investment advice or make any investment recommendations to any persons, ever, and no communication through this website or in any other medium should be construed as such. This Website is not directed at, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or regulation or which would subject Parallel to any registration or licensing requirement within such jurisdiction. Nothing on this Website shall constitute an offer or a solicitation of an offer to buy or sell any products or services, including but not limited to any securities, financial instruments or other investments or investment advice. Any information in this Website related to securities and financial instruments described may not be suitable for you or available in the jurisdiction in which you are located, or may only be available through a branch or an affiliate of Parallel that is properly licensed to offer such services, securities or financial instruments in such jurisdiction.

Parallel Markets Inc. is not a registered broker-dealer, funding portal, investment adviser, or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings, nor does it solicit, broker, close, or otherwise participate in any Transactions. Parallel does not recommend or otherwise suggest that any person or entity participate in any Transaction, which such participation shall be entirely at each such participant’s own risk.

Any Securities mentioned on the Website or as part of the Services are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of the investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless and until registered with the SEC, if at all. Securities will be subject to restrictions on resale and transfer, including holding period requirements. Investing in private placements requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities are not FDIC insured, may lose value, and not guaranteed by any bank or institution.

Any Securities mentioned have not been registered under the Securities Act of 1933, as amended, and have been issued in reliance on exemptions thereto. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. Parallel does not represent that any governmental agency has necessarily reviewed the Website or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any Transaction. Further, companies whose Securities are described on the Website or as part of the Services may not have approved and may not know about, the Website, Services, and various Transactions.

The exemptions relied upon for the Transactions are significantly dependent upon the accuracy of representations made by the Parties, each as may be reflected in applicable Transaction Documents. In the event that any such representations prove to be untrue, the registration exemptions might not be available and substantial liability could result. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE ALL PERSONS AND ENTITIES WHO ELECT TO PARTICIPATE IN TRANSACTIONS TO CONSULT LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFOREHAND, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY TRANSACTION MATERIALS, AND REQUEST ANY ADDITIONAL INFORMATION.

Among our Services, this Website presents information regarding potential investments and allows you the opportunity to designate investment opportunities in which you would like to participate. However, such selection does not mean that you will be permitted to participate in such transaction. Any decision related your participation are subject to, among other things, demonstration to our satisfaction that you meet legal requirements for participation, consent of relevant third parties (including the issuer), execution of definitive documentation and our and others’ discretion. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate. If you are offered the opportunity to participate in a transaction, you may be required to sign additional documentation. You agree to use your best efforts to cooperate and furnish timely, complete and accurate information to Parallel as requested from time to time to facilitate your participation in investments and we reserve the right, in our sole discretion, to bar, terminate, exclude or withdraw your ability to make any investment at any time for any reason. Our management decisions are final in all matters relating to the Website, services and other activities related to the Website.

Parallel will not treat users of this Website as its clients by virtue of them accessing it. Users of this Website should seek the advice of their independent financial adviser prior to taking any investment decision on the basis of any information contained herein and no information herein constitutes general or specific investment, legal, tax or accounting advice of any kind.

The information contained on this Website may relate to the products and services of a person or entity that is located in a jurisdiction other than that in which you are located. Accordingly, the rules for the protection of private customers that apply in the jurisdiction in which you are located may not apply in relation to such products and services.

User Content

If you establish an account on this Website, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify Parallel at help@parallelmarkets.com of any unauthorized use of your password or user ID or any other breach of security.

You are responsible for all content that you transmit or otherwise make available to this Website. Your access to and use of this Website may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.

All personally identifiable information collected from you is governed by our Privacy Policy.

Indemnification

By entering into these Terms of Service and using the Services, you agree that you shall defend, indemnify and hold Parallel, its licensees and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your violation or breach of any part of these Terms of Service or any applicable law or regulation, whether or not referenced herein. This indemnification obligation will survive the termination of these Terms of Service.

Disclaimers and Limitation of Liability

THIS WEBSITE, ANY ASSOCIATED SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, AND MAY BE SUBJECT TO ERRORS, INACCURACIES OR OMISSIONS.

PARALLEL MAKES NO REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED) REGARDING THIS WEBSITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THEIR COMPLETENESS, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR FREEDOM FROM COMPUTER VIRUSES. YOUR ACCESS TO AND USE OF THIS WEBSITE AND THE CONTENT ARE AT YOUR SOLE RISK. PARALLEL SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), LOSSES, CLAIMS OR LIABILITY, KNOWN OR UNKNOWN (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE OR DATA), ARISING OUT OF THE USE OF (OR INABILITY TO USE) THIS WEBSITE, THE CONTENT, OR ANY THIRD-PARTY SITE LINKED TO THIS WEBSITE.

The above disclaimer applies to any damages liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or other cause of action.

Parallel does not warrant that the functions provided on the Website or Services will be uninterrupted or error-free, that defects will be corrected, that Parallel will retain all of your account content and data in full integrity or keep readily available all user content and data, or that the Website or the means that makes it available to you are free of viruses or other harmful components.

All of the Content that concerns companies and investments that is on the Website, or that is exchanged by Parallel as part of the Services, is either: (i) publicly available, (ii) information obtained from third party sources without endorsement, analysis, or approval by Parallel or (iii) information supplied by yourself and other users. Parallel does not provide, and disclaims any obligation to provide, any insight, advice, analysis, industry research, pricing information, verification, or help of any kind other than with respect to site functionality. Any charts, data, and other information Parallel may provide regarding company news and insights, company valuations, funding events, and share prices are for informational purposes only and are not an endorsement or representation with respect to any company or the actual price or value of any of its securities.

Any links and referrals to other sites and services, including the services of a Broker you retain, any contract with a fund, or the participation of any bank, money transfer service, or other service provider, will be governed by their own terms and conditions. Parallel is not responsible for the actions of any such parties, or any such third-party sites. These Terms of Service bind Parallel only with respect to your use of the Website and Services, not the websites and services of any third parties. Further, any promotions, advertising, or other content and services that are distinct from or in a distinct part of the Website may by their own terms be subject to terms of service and privacy policies that are limited to that particular content or services. Any mobile application created by Parallel may have other terms and conditions that apply in addition to these Terms of Service.

Parallel does not warrant or make any representations regarding the use or the results of the use of any such third-party content, or for correctness, accuracy, reliability, or otherwise. We do not endorse any of the investment opportunities that may be presented, or recommend whether you should participate in any potential Transactions.

Under no circumstances, including, but not limited to negligence, shall Parallel be liable for any special, indirect, incidental, or consequential damages that result from the use of or the inability to use the Content on the Website or the Services, even if Parallel, the Broker, a fund, a service provider, or their authorized representatives have been advised of the possibility of such damages. In no event shall Parallel’s total liability to you for all damages, losses, and causes of action whether in contract or tort exceed the amount paid by you, if any, for accessing the Website and using the Services.

The foregoing may in some instances be limited by rules and regulations pertaining to the brokerage industry.

You agree to give Parallel a limited license, free of any charge, to use any information, data, passwords, usernames, PINs, other log-in information, contracts, documents, materials or other content (collectively, “User Content”) you provide in connection with the Services to use such information for purposes of providing Services, research, study, updating and building its repository of information about companies and securityholders, including any incidental distribution, sublicense, or creation of derivative works in connection therewith. Further, you give Parallel permission to share your User Content with any Broker you engage or apply to engage, and any fund or other service provider that participates in Transactions you enter, as well as such parties’ lawyers, accountants, brokers, and other service providers, all as may be further described in the Privacy Policy. If you are under any agreement or duty with your entity or organization to restrict access to your User Content, it is important that you carefully avoid disclosing information to us that you are not entitled to disclose, and in the case of information that we must keep confidential, that you notify us so that we may take appropriate steps to do so.

Dispute Resolution

The Terms of Service shall be governed by New York law and subject to the exclusive jurisdiction of the state and federal courts located in the City and County of New York, New York, without regard to the choice or conflicts of law provisions of any jurisdiction. All claims arising from use of the Website will be exclusively resolved by binding arbitration. You understand that by requiring arbitration, neither party will have the right to sue in court or have a jury trial.

Arbitration will take place in New York, New York, and will be conducted under the Commercial Arbitration Rules of the American Arbitration Association, which are available at www.adr.org. The parties shall maintain the confidential nature of the arbitration proceeding and of any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Arbitration shall be conducted under the auspices of FINRA to the extent it may have authority over the parties and issues in dispute. To the extent any portion of this dispute resolution procedure conflicts with the rules of FINRA, as then in effect, such FINRA rules shall prevail.

Except as otherwise provided in the Terms of Service, you and Parallel may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

You and Parallel agree that any arbitration will be limited to the dispute between Parallel and you. You acknowledge and agree that you and Parallel are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Parallel otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.

Each party retains the right to bring an individual action in small claims court with respect to matters within the jurisdiction thereof, or to seek injunctive or other equitable relief on an individual basis in a federal or state court in New York, New York, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.

The foregoing venue, choice of law, and jurisdiction provisions shall not apply to any matters that are subject to separate agreements between you and Parallel or its affiliates (including without limitation Broker engagement agreements, nondisclosure agreements, and any transaction documents).

Business Continuity Statements

SEC and FINRA Rules require investment advisers and broker-dealers to create and maintain a business continuity plan. In accordance with these rules, Parallel’s wholly-owned subsidiary, FM (USA), LLC, has developed a plan that is intended to permit it to continue critical business operations during natural disasters, power outages, financial insolvency or other significant events.

While there can be no assurance that service will continue without interruption in all circumstances, the plan does address the actions that the firms will take in the event that there is a significant disruption. Account access is planned to be restored as the first step, which would be followed by other critical business operations.

If there is a local disruption to the operating facilities of FM (USA), LLC, the business continuity plan calls for FM (USA), LLC to establish operations from an alternate location.

FM (USA), LLC maintains data backup records, located well away from its primary facility so that they would not be affected by a regional disruption. It intends for account access to be available through these records should the primary data center suffer a disruption. FM (USA), LLC’s plan will be reviewed, updated and tested periodically.

Electronic Signature and Communication Consent

Unless otherwise arranged, we will provide and receive certain communications in connection with the Services, exclusively in electronic form. These communications include, but are not limited to, (1) agreements and policies required to use the Services, (2) transaction documents, (3) disclosures, notices, elections, waivers, and consents (4) payment authorizations and transaction receipts or confirmations, (5) account statements and history and (6) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you.

Your agreement to these Terms of Service confirms your ability and consent to receive communications electronically from Parallel, rather than in paper form, and to the use of electronic signatures in our relationship with you.

If you choose to opt out or withdraw your consent, please make arrangements by contacting Parallel.

You have the right to receive any communication in paper form at no charge to you, within 180 days of the communication, and also to opt out or withdraw your consent for electronic communications and/or signatures. To do so please email help@parallelmarkets.com. Should you withdraw or withhold consent, it may take us a reasonable period to process your request, after which we may not be able to continue offering access to some or all of the Services.

Payments

Payment processing for Transactions will be facilitated on a deal-by-deal basis. We currently anticipate using an Escrow and Paying Agent to facilitate payments for Securities. Any Transaction will require you to enter into an agreement with the Escrow and Paying Agent and accept its Terms of Service and Privacy Policy.

You authorize Parallel to share your identity and account data with any Escrow and Paying Agent for the purposes of facilitating Transactions.

Linking and Third Parties

This Website may include links to third-party sites, such as social media and file-sharing sites. When you access these sites, you are subject to third-party terms of use and privacy/security policies, which we recommend that you review. We are not responsible for the accuracy, completeness, legality, practices, or availability of linked sites (including any related services, content, software applications, and other technologies). In addition, we are not responsible for any interruption of services, malfunctions, or security breaches involving these third-party sites. References or links in this Website to any commercial products or services, or the use of any trade, firm or corporation name do not constitute endorsement by Parallel.

General

These Terms of Service constitute the entire agreement with respect to your access to and use of this Website and the Services. For avoidance of doubt, Parallel’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Website should be construed to alter such agreements.

You agree that Parallel may, in its sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website if we determine you have violated these Terms of Service or other agreements or guidelines which maybe be associated with your use of the Website. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice, and will cause irreparable harm to Parallel, for which monetary damages would be inadequate, and you consent to Parallel obtaining any injunctive or equitable relief that Parallel deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Parallel may have at law or in equity.

You agree that Parallel may use, publicly display and publicize your name and likeness for advertising, promotion, and other commercial business purposes, without any additional consideration or compensation. Parallel may also describe your role in relation to our business.

If any provision of these Terms of Service is unlawful, void or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. The failure by Parallel to enforce any provision in these Terms of Service will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. New York law, without regard to conflict of laws provisions, will govern these Terms of Service and any matter or dispute arising out of this Website or the Content. The state and federal courts located in New York, New York will have exclusive jurisdiction over any dispute relating to these Terms of Service, this Website or the Content. We will have the right to use for any purpose, free of charge, all information or content submitted via this site except those submissions made under separate legal contract.

Other than the Parallel affiliates there are no third-party beneficiaries of these Terms of Service. Your agreement with a Broker, if any, shall be on its own merits and not with respect to these Terms of Service. You may not assign these Terms of Service, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. Our rights under these Terms of Service will survive any termination of this Terms of Service agreement.

Headings are for convenience only and are not part of the agreement between the parties.

Finally, Parallel may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website, or to identify, contact or bring legal action against Parallel’s rights or property of visitors to or users of the Website, including Parallel’s customers. Parallel reserves the right at all times to disclose any information that Parallel’s deems necessary to comply with any applicable law, regulation, legal process or governmental request. Parallel may also disclose your information when Parallel determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

Securities are offered through FM (USA), LLC, an affiliated entity, and a registered broker-dealer and member FINRA/SIPC. Neither Parallel Markets Inc., FM (USA), LLC, nor their affiliates provide any investment advice or make any investment recommendations to any persons, ever, and no communication through this website or in any other medium should be construed as such. By accessing this site and any pages thereof, you agree to be bound by our Terms of Service and Privacy Policy.